Exhibit h(8)(2)
EXPENSE LIMITATION AGREEMENT
BETWEEN THE PHOENIX EDGE SERIES FUND
AND PHOENIX INVESTMENT COUNSEL, INC.
EXPENSE LIMITATION AGREEMENT
THE PHOENIX EDGE SERIES FUND
This Expense Limitation Agreement (the "Agreement") is effective as of
September 1, 2006 by and between The Phoenix Edge Series Fund, a Massachusetts
business trust (the "Registrant"), on behalf of each series of the Registrant
listed in Appendix A, as may be amended from time to time (each a "Fund" and
collectively, the "Funds"), and the Advisor of each of the Funds, Phoenix
Investment Counsel, Inc., a Massachusetts corporation (the "Advisor").
WHEREAS, the Advisor renders advice and services to the Funds pursuant
to the terms and provisions of one or more Investment Advisory Agreements
entered into between the Registrant and the Advisor (the "Advisory Agreement");
and
WHEREAS, the Advisor desires to maintain the expenses of each Fund at a
level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Advisor understands and intends that the Registrant will
rely on this Agreement in preparing post-effective amendments to the
Registrant's registration statement on Form N-1A and in accruing the expenses of
the Registrant for purposes of calculating net asset value and for other
purposes, and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree as follows:
1. Limit on Fund Expenses. The Advisor hereby agrees to limit
each Fund's Expenses to the respective rate of Total Fund
Operating Expenses ("Expense Limit") specified for that Fund
in Appendix A of this Agreement.
2. Definition. For purposes of this Agreement, the term "Total
Fund Operating Expenses" with respect to a Fund is defined to
include all expenses necessary or appropriate for the
operation of the Fund but does not include the Advisor's
investment advisory or management fee under the Advisory
Agreement and other expenses described in the Advisory
Agreement that the Fund is responsible for and have not been
assumed by the Advisor, any Rule 12b-1, front-end or
contingent deferred sales loads, taxes, interest, brokerage
commissions, expenses incurred in connection with any merger
or reorganization or extraordinary expenses, such as
litigation.
3. Recoupment of Fees and Expenses. The Advisor agrees that it
shall not be entitled to be reimbursed by a Fund for any
expenses that it has waived or limited.
4. Term, Termination and Modification. This Agreement shall
become effective on the date specified herein and shall remain
in effect until December 31, 2007 unless sooner terminated as
provided below in this Paragraph. Thereafter, this Agreement
shall automatically renew for one-year terms with respect to a
Fund unless the Advisor provides written notice to the Fund of
the termination of this Agreement, or the modification to the
Expense Limit specified for a Fund in Appendix A of this
Agreement, within sixty (60) days of the end of the then
current term for that Fund. This Agreement may be terminated
by the Registrant on behalf of any one or more of the Funds at
any time without payment of any penalty or by the Board of
Trustees of the Registrant upon sixty (60) days' written
notice to the Advisor. In addition, this Agreement shall
terminate with respect to a Fund upon termination of the
Advisory Agreement with respect to such Fund.
5. Assignment. This Agreement and all rights and obligations
hereunder may not be assigned without the written consent of
the other party.
6. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute or rule, or shall
otherwise be rendered invalid, the remainder of this Agreement
shall not be affected thereby.
7. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect.
8. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of Connecticut without
giving effect to the conflict of laws principles thereof;
provided that nothing herein shall be construed to preempt, or
to be inconsistent with, any Federal securities law,
regulation or rule, including the Investment Company Act of
1940, as amended and the Investment Advisors Act of 1940, as
amended and any rules and regulations promulgated thereunder.
9. Computation. If the fiscal year to date Total Fund Operating
Expenses of a Fund at the end of any month during which this
Agreement is in effect exceed the Expense Limit for that Fund
(the "Excess Amount"), the Advisor shall waive or reduce its
fee under the Advisory Agreement or remit to that Fund an
amount that is sufficient to pay the Excess Amount computed on
the last day of the month.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers.
THE PHOENIX EDGE SERIES FUND PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ O'▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Clerk
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APPENDIX A
(September 1, 2006)
THE PHOENIX EDGE SERIES FUND TOTAL FUND OPERATING
EXPENSE LIMIT
Phoenix-Aberdeen International Series 0.30%
Phoenix Capital Growth Series 0.25%
Phoenix-▇▇▇▇▇▇▇▇ Small-Cap Growth Series 0.35%
Phoenix-▇▇▇▇▇▇▇▇ Strategic Allocation Series 0.25%
Phoenix-▇▇▇▇▇▇▇ Money Market Series 0.25%
Phoenix-▇▇▇▇▇▇▇ Multi-Sector Fixed Income Series 0.25%
Phoenix-▇▇▇▇▇▇▇ Multi-Sector Short Term Bond Series 0.20%
Phoenix-Kayne Rising Dividends Series 0.15%
Phoenix-Kayne Small-Cap Quality Value Series 0.15%
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